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### STATE OF MICHIGAN

COURT OF APPEALS

BOARD OF TRUSTEES OF THE CITY OF PONTIAC POLICE AND FIRE RETIREE PREFUNDED GROUP HEALTH & INSURANCE TRUST,

Plaintiff-Appellant, FOR PUBLICATION March 17, 2015 9:05 a.m.

v No. 316418 Oakland Circuit Court CITY OF PONTIAC, LC No. 2012-128625-CZ

Defendant-Appellee.

Before: M ARKEY , P.J., and O WENS and F ORT H OOD , JJ.

P ER C URIAM

. Plaintiff Board of Trustees of the City of Pontiac Police and Fire Retiree Prefunded Group Health and Insurance Plan ( trustees) appeals by right Oak land Circuit Judge Daniel Patrick O’Brien’s order granti ng defendant’s motion for summarydisposition as to plaintiff’s complaint to require the city to pay its required annual contri bution to the trust for the fiscal year ending June 30, 2012. The trust was established in 1996 as a t ax exempt voluntary employees’ beneficiary association (VEBA) , 26 USC 501(c)(9), to hold the c ontributions of police and firefighter employees and those of the city pursuant to collec tive bargaining agreements (CBAs) between the city and the various unions of the city’s police of ficers and firefighters. The trust held and invested these contribu tions to provide health, optica l, dental, and life-insurance benefits to police and fire emp loyees who retired on or after A ugust 22, 1996, as required by the various CBAs. At issue is the efficacy of Executive Order 225 issued on August 1, 2012, pursuant to § 19(1)(k) of 2011 PA 4, MCL 141.1519(1)(k), by the city’s emergency manager (EM), Louis H. Schimmel, which purported to amend the trust to remove the city’s annual obligation to contribute to the trust agreement “as determined by the Trustees through actuarial evaluations.” The trial court ac cepted defendant’s argument th at the city’s EM properly modified the city’s obligation to contribute to the trust for t he fiscal year ending June 30, 2012, by modifying the existing CBAs between the city and police and firefighter unions. The trial court also ruled that plain tiff’s claim under Const 1963, art 9 , § 24, was without mer it pursuant to Studier v Michigan Pub Sch Employees Retirement Bd , 472 Mich 642; 698 NW2d 350 (2005). We conclude, even assuming that Executive Order 225 was properl y adopted pursuant to § 19(1)(k), that it did not retro actively eliminate the city’s obligation to contribute to the trust for-2- the fiscal year ending June 30, 2012; consequently, we reverse and remand for further proceedings.

I. FACTUAL AND PROCEDURAL BACKGROUND

On August 8, 2012, the Board of Trustees of the City of Pontia c Police and Fire Retirement System and plaintiff trustees filed their complaint in circuit court asserting that defendant funded the City of Pon tiac Police and Fire Retirement System (PFRS), which provided retirement benefits to retired police and fire employees. In a ddition, plaintiffs asserted that defendant funded the trust, a tax-exempt VEBA, 26 USC 501(c)(9) , which provided health, optical, dental, and life-insur ance benefits to police and fire employees who retired on or after August 22, 1996. The trust is administered by its board of tru stees comprised of five members consisting of the city’s mayor, the city’s finance director, an d a firefighter, a police officer, and a fifth trustee selected by the other trustees, who could be a participant in the trust. Art IV, § 1. Plaintiffs alleged that defenda nt, through its EM, failed to pa y its required contribution to the trust for the fiscal year between July 1, 2011 and June 30, 201 2, which was actuarially determined to be $3,473,923.28. The trust includes the followi ng relevant provisions:

ARTICLE I

Definitions

* * *

Section 3: Contributions - The t erm Contributions as used here in, shall mean the payment required to be made to the Trustees and to the Trust Fund by the City under the authority such as ordinance or City Council resolution or under any applicable existing Collective Ba rgaining Agreements or any future Collective Bargaining Agreements for the purpose of providing group health, hospitalization and dental and opt ical and group life insurance for employees, retirees and beneficiar ies covered by the Plan.

* * *

ARTICLE II

Establishment of Trust

Section 1: The purpose of this Trust Fund . . . is to provide health and insurance benefits to eligible participants and beneficiaries o f the Plan . . . . The-3- Grantor [1] intends the benefits provided by this Trust to be considered abenefit guaranteed by Article IX, Section 24 of the State of Michigan C onstitution.

* * *

ARTICLE III

Contributions to the Trust Fund

Section 1: (a) The City-Employer shall be required to pay to t he Trust Fund such amounts as the Trustee s may determine are actuariallycertified and are actuarially necessary to fund the Trust and provide benefits pr ovided by the Plan consistent with actuarial valuations and calculations made by the Actuary for the Trust to result in a Prefunded Plan.

Such contributions shall also be made in accordance with the Collective Bargaining Agreements between the co llective bargaining a ssociations and the employer City and this Trust Agreement , and such other regulations of the Board of Trustees as are not inconsis tent with the aforesaid authority.
(b) In addition to the amount s paid by the City on behalf of Participants as set forth above and in the Colle ctive Bargaining Agreements, th e City shall contribute to the Trust Fund such additional moneys which together with those contributions and return on investments shall be sufficient to fund the benefits provided on a sound actuarial basis. Participants shall contri bute those amounts required for additional extended Family Riders in effect as of 8-22-96 and otherwise as determined by the trustees.

* * *

Section 2. The Trustees may compel and enforce payments of contributions, in any manner they deem proper. The Trustees ma y make such additional rules and regulations for the enforcement of the col lection payments as they deem proper.

* * *

ARTICLE V

Powers and Duties of the Trustees

* * *

1 “Grantor” is undefined but the “declaration of trust and agree ment” is stated to be by the city and the trustees of the trust a nd is signed by the city’s mayor and finance directorin that capacity and also in the capacity as tr ustees and by the other two origi nal trustees.-4- Section 2: The Trustees shall carry out the purposes of this Trust Agreement, and may maintain any health benefit programs and ins urance policy or policies now in force and eff ect and available to Police and Fire retirees of the City of Pontiac or may substitute other comparable or superior policies in lieu thereof. In providing group life insurance to the Participants of this Plan so as to effectuate the purposes of this Trust Agreement, the Trustees s hall be bound by the terms of this Trust Agreement and any applicable Colle ctive Bargaining Agreements between the City and the collective bargaining associations and shall comply with all app licable laws.

* * *

ARTICLE VII

Liabilities of the Parties

Section 1: The City shall not be liable for payment to the Tru st of any amounts other than those required of it by this Trust Agreement or any applicable Collectible Bargaining Agreement. The City shall not be liable to make contributions to the Trust or pay any expenses whatsoever in co nnection therewith, except as provided by the term s of the Collective Bargaining Agreements between the collective bargaining association and the City and the terms of this Trust Agreement. . . .

* * *

ARTICLE X

Amendments

Section 1: The provisions of thi s Declaration of Trust and Agr eement may be amended at any time, by (A) collective bargaining between th e collective bargaining associations identified in Article 1, Section 8 and the City of Pontiac (B) by a unanimous vote of the f ive (5) Trustees, concurred in by the City Council of the City of Pontiac provided, however, that such Amendments are not inconsistent with any applicable Collectible Bargaining Agreeme nts and do not adversely affect the tax exempt status of the 501(c)9 Trust. . . . [Declaration of Trust, executed January 30, 1997 (emphasis added).]

Although the plain language of the trust does not directly sta te when a required contribution is due, plaintiff a sserts and defendant agrees tha t the actuarial required contribution to the trust for the fiscal year commencing July 1, 2011 and en ding June 30, 2012, was due on or before June 30, 2012. It is also undisputed that during the fi scal year ending June 30, 2012, the city’s EM entered termination collective bargaining agreements with the various police and firefighter unions. The city also contracted to receive police services from Oakland County effective August 1, 2011, and fire services from Waterford Town ship, effective February 1, 2012.-5- On August 1, 2012, the city’s EM issued Executive Order (EO) 2 25 that purported to amend the trust pursuant to MCL 141.1519(1)(k) of 2011 PA 4, to terminate the city’s annual actuarially required contribution to the trust for fiscal year ending June 30, 2012. The order read with respect to its substantive provision as follows:

Article III of the Trust Agreem ent, Section 1, subsections (a) and (b) are amended to remove Article III obligations of the City to contin ue to make contributions to the Trust as determined by the Trustees throug h actuarial evaluations.

The Order shall have immediate effect.

The issuance of EO 225 was preceded by the EM’s letter of July 10, 2012 to State Treasurer Andrew Dillon, seeking concurrence in the EM’s plan t o invoke the authority of § 19(1)(k) of PA 4 to modify the trust by modifying existing CB As to eliminate the city’s obligation to contribute to the trust. The letter outlined pro visions of the trust regarding contributions, art III, §§ (1)(a) & (b), and its provisions reg arding amendments, art X, § (1). The EM also stated in the letter that he “anticipated that the City will be required by the Trustees of the VEBA to contribute $3,915,371 duri ng the fiscal year ending June 30, 2013.”

In further making the case for the exercise of authority under § 19(1)(k) of PA 4, the EM wrote that he was unable to negotiate with local police and fir efighter unions because the city had contracted for police and firefighter services, and the loc al unions no longer existed. The EM also noted that amendment of the trust by unanimous action o f the trustees under art X would not occur. The EM observed that “[u]nless action is take n to eliminate the VEBA contribution obligation the City anticipates that it will not b e able to make the annual contribution required by the Trustees in June 2012, and for sub sequent years thereafter.” The EM also noted the termination of the city’s obligation to the t rust for the fiscal year ending June 30 2012, would not create a hardship because the trust had suff icient assets to fund retiree insurance benefits for “a signi ficant number of years going for ward.” The EM then stated that the “amount saved in the fiscal year beginning July 1, 2012, bya modification of the collective bargaining agreements obligations of the trust will significant ly contribute to the City’s ability to make the contributions to all other retirees and employees for healthcare benefits for the fiscal year beginning June [sic] 1, 2012, and thereafter.” The EM con cluded his request for authority by noting: “Time is of the essence. The new fiscal year starts July 1, 2012. In order to have maximum impact on the 2012/2013 fiscal year given the time fram es of the notice Trustees of this action, I urge prompt consid eration for this request.”

The State Treasurer responded to the EM’s July 10, 2012 letter in a letter dated July 16, 2012. In his letter, the State Treasurer outlined the “general economic problem” facing the city. The State Treasurer also review ed the requirements of § 19(1)(k ) of PA 4 to “reject, modify, or terminate one or more terms and conditions of an existing colle ctive bargaining agreement.” The State Treasurer also found with r espect to the EM’s request tha t the four conditions of MCL 141.1519(1)(k) had been satisfied. The State Treasurer approve d the proposed modification without stating to which fiscal year it would commence but stat ed that the changes “can save the City approximately $3.9 million annually . . . .”-6- The EM issued Executive Order 225 on August 1, 2012, providing that it “have immediate effect.” On August 8, 2012, plaintiff filed its comp laint alleging, with respect to defendant’s failure to pay its actuarially required contributio n to the trust, in Count II, a violation of Const 1963, art 9, § 24; in Count IV, a violation of an ordi nance; and in Count VI, breach of contract. Plaintiff only challe nged defendant’s failure to pay its required contribution to the Trust for the fiscal year July 1, 2011 through June 30, 2012. The other counts in plaintiff’s complaint related to defendant’s failure pay its required contr ibution to the Pontiac Police and Fire Retirement System. On March 21, 2013, the parties stipula ted to dismissing these claims, apparently because the claims had been settled.

On March 6, 2013, defendant moved for summary disposition. In relevant part, defendant argued that Count II was meritless because our Suprem e Court held in Studier , 472 Mich 642, that Const 1963, art 9, § 24 does not apply to health care benefits. Defendant argued that Count IV was meritless because 2011 PA 4 authorized the em ergency manager to amend city ordinances, and Count VI was meritless because 2011 PA 4 a uthorized the emergency manager to modify an existing co llective bargaining agreement.

At the conclusion of the motion hearing, the trial court decid ed to grant defendant’s motion for summary disposition in accordance with defendant’s l egal arguments. On May 14, 2013, the trial court entered its order granting defendant’s mo tion for summary disposition. Plaintiff now appeals by right.

II. STANDARD OF REVIEW

Although the trial court did not identify under which subrule it granted summary disposition, we review the trial court’s decision under the sta ndard applicable to MCR 2.116(C)(10) “because the trial court’s consideration went beyo nd the parties’ pleadings.” Kosmalski v St John’s Lutheran Church , 261 Mich App 56, 59; 680 NW2d 50 (2004). As with all such motions, we review de novo a trial court’s decision re garding a motion for summary disposition under MCR 2.116(C)(10), which tests the factual suf ficiency of a claim. Corley v Detroit Bd of Ed , 470 Mich 274, 277-278; 681 NW2d 342 (2004). The trial court in deciding the motion must view the substantively admissible evidence submitte d up to the time of the motion in a light most favorable to the party opposing the motion. Maiden v Rozwood , 461 Mich 109, 121; 597 NW2d 817 (1999). Summary disposition may be granted i f there is no genuine issue of any material fact and the moving party is entitled to judgment as a matter of law. West v Gen Motors Corp , 469 Mich 177, 183; 665 NW2d 468 (2003). “A genuine issue of material fact exists when the record, giving the benefit of r easonable doubt to the opposing party, leaves open an issue upon which reasonable minds might differ.” Id

. The proper interpretation of acontract and the legal effect o f one of its clauses are legal questions reviewed de novo. Rory v Continental Ins Co , 473 Mich 457, 461, 464; 703 NW2d 23 (2005). When determining the m eaning of a contract, a court mu st assign undefined words in the contract their “plain and ordina ry meaning that would be appare nt to a reader of the instrument.” Id . at 464. A dictionary may be c onsulted to ascertain the plain and ordinary meaning of words or phrases as they would appear to a reader of the contract. Citizens Ins Co v Pro-Seal Serv Group
, Inc , 477 Mich 75, 84; 730 NW2d 682 ( 2007). After ascertaining the meaning of a contract’s terms, “a court must construe and apply unambiguous contract provisions as written.”-7- Rory , 473 Mich at 461. Any other legal questions relating to inter pretation of the contracts at issue or pertinent statutes are also reviewed de novo. Studier , 472 Mich at 649; Gen Motors Corp v Dep’t of Treasury , 290 Mich App 355, 369; 803 NW2d 698 (2010).

III. ANALYSIS

A. REPEAL OF PA 4

2011 PA 4 was “suspended” on August 8, 2012, by the State Boar d of Canvassers’ certification of the sufficiencyof the referendum petitions re garding the act filed on February 29, 2012. See Const 1963, art 2, § 9; MCL 168.477(2); Stand Up For Democracy v Secretary of State , 492 Mich 588, 595 n 3, 598, 619- 620; 822 NW2d 159 (2012); OAG , 2011-2012, No. 7267, p 72, 78 (August 6, 2012). 2 The State Board of Canvassers’ certification on November 26, 2012, of the fall general election results disapproving 2011 PA 4 had the effect of repealing the act and reviving the Local Govern ment Fiscal Responsibility Act , 1990 PA 72, MCL 141.1201 et
seq ., effective on the suspension of 2011 PA 4. See Martin v Murray , ___ Mich App ___; ___ NW2d ___ (Docket No. 319509, January 20, 2015), slip op at 2-3; see also In re Detroit , 504 BR 191, 216; 2013 Bankr LEXIS 5120 (Banker ED Mich, 12/5/2013), ci ting Davis v Roberts
, unpublished order of the Court of Appeals, entered November 16, 2012 (Docket No. 313297). The revived 1990 PA 72 was repealed and replaced by 2012 PA 436 , MCL 141.1541 et seq ., effective March 28, 2013. See Martin , slip op at 2-3; In re Detroit , 504 BR at 216, 250.

The parties do not discuss the effect of the suspension of PA 4 one week following the issuance of Executive Order 225 on August 1, 2012. Their argum ents assume, however, that the EM’s actions pursuant to PA 4 be fore its suspension, provided t he actions comport with the act’s terms, remain valid and enforceable. We agree. See Minty v Bd of State Auditors , 336 Mich 370, 390-391; 58 NW2d 106 (1953), quoting Cusick v Feldpausch , 259 Mich 349; 353; 243 NW 226 (1932), quoting 1 Lewis’ Suther land Statutory Construction (2d ed), § 284:

A law can be repealed by the law-giver; but the rights which have been acquired under it while it was in force do not thereby cease . It would be an act of absolute injustice to abolish with a law all the effects which it had produced. This is a principle of general jurisprudence; but a right to be with in its protection must be a vested right. It must be something more than a mere expec tation based upon an anticipated continuance of the existing law. It must have b ecome a title, legal or equitable, to the present or f uture enjoyment of property, o r to the present or future enforcement of a demand, or a legal exemption from a demand made by another . [Emphasis added; see also Peters v Goulden , 27 Mich 171 (1873).]

The legislature has similarly provided that the repeal of a st atute will not affect a penalty, forfeiture or liabili ty incurred before the statute’s repeal.

2 Opinions of the Attorney General are not binding, but we find OAG, 2011-2012, No. 7267, p 72, 78 (August 6, 2012) persuasive. See Martin v Murray , ___ Mich App ___; ___ NW2d ___ (Docket No. 319509, January 20, 2015), slip op at 2, n 2.-8- The repeal of any statute or part thereof shall not have the e ffect to release or relinquish any penalty, forfeiture, or liability incurred un der such statute or any part thereof, unless the repeali ng act shall so expressly provi de, and such statute and part thereof shall be treate d as still remaining in force f or the purpose of instituting or sustaining any proper action or prosecution for the enforcement of such penalty, forfeiture o r liability. [MCL 8.4a.]

Consequently, we conclude that if the EM validly acted pursuan t to the authority of 2011 PA 4 to amend existing CBAs such that the terms of trust were m odified to remove the city’s actuarially required contribution to the trust for the fiscal y ear ending June 30, 2012, then such action remains valid and enforceable despite the subsequent rep eal by referendum of the act.

B. CONST 1963, ART 9, § 24

Count II of plaintiff’s complaint alleges a violation of Const 1963, art 9, § 24, which reads in its entirety as follows:

The accrued financial benefits of each pension plan and retire ment system of the state and its political sub divisions shall be a contract ual obligation thereof which shall not be diminish ed or impaired thereby.

Financial benefits arising on account of service rendered in e ach fiscal year shall be funded during that year and such funding shall no t be used for financing unfunded accrued liabilities.

“These two clauses unambiguously prohibit the state and its pol itical subdivisions from diminishing or impairing ‘accrued financial benefits,’ and requ ire them to fund ‘accrued financial benefits’ during the fiscal year for which correspond ing services are rendered.” Studier , 472 Mich at 649. But the Court also held that “health care b enefits are not ‘accrued financial benefits’ and, thus , are not protected by Const 1963, art 9, § 24.” Id . at 670.

Plaintiff does not dispute the holding of Studier, but it does argue its claim in the instant case is distinguishable because Article II of the trust reads i n relevant part: “The grantor intends the benefits provided by this Trust to be considered a benefit guaranteed by Article 9, Section 24 of the State of Michigan Constitution.” Therefore, plaintiff a rgues, the plain language of the trust elevates otherwise unprotected health-care benefits to th e protection of Const 1963, art 9, § 24. Plaintiff’s argument is not premised on the first clause o f Const 1963, art 9, § 24; plaintiff asserts that defendant violated the second clause of Const 1963 , art 9, § 24 by refusing to fully fund the retirees’ future group heal th-care insurance benefits on an annual basis.

The trial court correctly dismi ssed this claim. As explained by the Court in Studier , the threshold question regarding whether the funding requirement of the second clause of Const 1963, art 9, § 24 applies is whether “accrued financial benefit s” are at issue. Studier , 472 Mich at 653.

Specifically, the first clause contractually binds the state an d its political subdivisions to pay for retired public employees’ “accrued fina ncial benefits . . . .” Thereafter, the second clause seeks to ensure that the stat e and its political-9- subdivisions will be able to fulf ill this contractual obligatio n by requiring them to set aside funding each year for those “financial benefits arisi ng on account of service rendered in each fiscal year . . . .” [ Id . at 654.]

So, because the funding requirement of the second clause of Con st 1963, art 9, § 24 only applies to “accrued financial benefits ,” and prefunding insurance for f uture health care benefits are not “accrued financial benefits,” Studier , 472 Mich at 654, 670, it follows that the second clause of Const 1963, art 9, § 24 does not apply in this case. Moreover, even if it applied, the second clause of Const 1963, art 9, § 24 does not guarantee any partic ular method of funding accrued liability of future benefits. Shelby Twp Police & Fire Ret Bd v Shelby Twp , 438 Mich 247, 254; 475 NW2d 249 (1991); Kosa v State Treasurer , 408 Mich 356, 371-372; 292 NW2d 452 (1980). The trial court correctly concl uded that plaintiff’s constituti onal claim lacked merit.

C. ORDINANCE VIOLATION

Count IV of plaintiff’s complaint alleges violation of an ordi nance. Plaintiff does not identify which ordinance defendant allegedly violated. Rather, plaintiff only cites the provisions of the trust instrument obligating defendant to financially con tribute to the trust. Defendant’s alleged violation of these provi sions would be properly categor ized as breach of contract. “[W]here a party fails to cite any supporting legal authority f or its position, the issue is deemed abandoned.” Prince v MacDonald , 237 Mich App 186, 197; 602 NW2d 834 (1999).

Moreover, our research has uncovered no local ordinance concerning health care benefits for retired police and firefighters. Chapter 92 of the Pontiac Municipal Code is titled “Retirement.” The final artic le, Article IV, §§ 92-101 to 92-1 25, is titled “Policemen’s and Firemen’s Retirement System.” Article IV apparently governs th e PFRS. We are unable to identify any city ordinance governing the trust or health care benefits for retired police and firefighters, nor has plaintiff cited to one. Consequently, we must conclude that the trial court correctly dismissed plaintiff’s claim regarding an ordinance vi olation with respect to defendant’s funding of the trust.

D. BREACH OF CONTRACT

Count VI of plaintiff’s complaint asserts a claim for breach o f contract regarding the actuarial required contribution to the trust for the fiscal yea r commencing July 1, 2011 through June 30, 2012, which the parties agree was due on or before Jun e 30, 2012. There is no dispute that art III, § 1 of the trust obligates defendant to pay annua l contributions to the trust that are determined to be “actuarially necessary” to fund the future hea lth-care benefits of the pertinent retirees as required by the applicable collective bargaining ag reements. Indeed, it was this significant ongoing liability that prompted the EM to seek the State Treasurer’s authorization to modify the terms of the trust through the authority of § 19(1)( k) of PA 4, MCL 141.1519(1)(k).

Initially we address whether th e EM’s action of issuing EO 225 on August 8, 2012 retroactively eliminates the c ity’s obligation under the trust and various CBAs that accrued on or before June 30, 2012. On July 1, 2012 the city’s actuarial required contribution to the trust was past due. Consequently, withoutmodification, the city’s oblig ation to fund the trust was breached on July 1, 2012. See Tenneco, Inc v Amerisure Mut Ins Co , 281 Mich App 429, 458;-10- 761 NW2d 846 (2008) (a breach of cont ract occurs when a party f ails to perform its contractually required duties). We note that although a trust is generally d istinguishable from a contract, a promise to place future property in trust may be enforced as a contract right. See 76 Am Jur 2d Trusts § 250, p 309; 2 Restatement Trusts, 3d, § 41, comment c, pp 183-184. Here, reading the trust as whole, the city’s obligation to fund the trust flows f rom the pertinent collective bargaining agreements, and the trust is not an independent cont ractual obligation. See art I, § 1; art III, § 1(a), cl 2; art V, § 2. As stated in art VII, § 1, “The City shall not be liable to make contributions to the Trust or pay any expenses whatsoever in co nnection therewith, except as provided by the terms of the Collective Bargaining Agreements between the collective bargaining association and the City and the t erms of this Trust Agreement. ” (Emphasis added).

At oral argument, the parties disagreed whether the EM could r etroactively modify the city’s accrued trust liability but otherwise did not cite to pe rtinent authority to support their respective positions. We agree with defendant’s position. Und er PA 4, the EM may modify collective bargaining agreements, and, hence, may modify the ci ty’s obligation to contribute to the trust. Moreover, the trust itself, art X, § 1 provides it may be “amended at any time” by “collective bargaining . . . .” A nd, after complying with the conditions specifie d in PA 4, the EM may “reject, modify, or terminate 1 or more terms and condition s of an existing collective bargaining agreement.” MCL 141.1519(1)(k). Because the partie s to a collective bargaining agreement could apply its modified terms retroactively, we conc lude that the EM also could do so under § 19(1)(k). See Port Huron Ed Ass’n v Port Huron Area Sch Dist , 452 Mich 309, 326; 550 NW2d 228 (1996): “Generally, parties are free to take from, add to, or modify an existing contract.” While a modification would normally require a “meet ing of the minds” of the contracting parties, id . at 326-327, this requirement is dispensed with where the EM a cts pursuant to the authority of § 19(1)(k). Consequently, assumin g the EM properly invoked the authority granted by PA 4, the EM could retroactively eliminate the city’s actuarial required contribution to the trust for the fiscal year July 1, 2011 thr ough June 30, 2012.

But the question remains whether Executive Order 225, assuming it were properly adopted under the authority of PA 4, did, in fact, eliminate th e city’s actuarial required contribution to the trust for the fiscal year July 1, 2011 thr ough June 30, 2012. We conclude it did not. The plain language of Executive Order 225 provides th at the trust is “amended to remove Article III obligations of the City to continue to make contributions to the Trust.” (Emphasis added.) The term “continue” means to “go on or keep on without interruption, as in some course or action.” Random House Webster’s College Dictionary (1992). Plainly, the term “continue” relates to present and future action. Further, Exec utive Order 225 provided it “shall have immediate effect.” Because Executive Order 225 was adopte d August 1, 2012, given immediate effect and applied to t he present of present or futur e obligations under art III, § 1, by its own terms, it did not apply to the to the city’s already ac crued actuarial required contribution to the trust for the alread y ended fiscal year July 1, 2011 th rough June 30, 2012.

This plain reading of EO 225 is also supported by the EM’s req uest for concurrence and the State Treasurer’s approval of authority granted to the EM t o adopt EO 225. In his letter to the State Treasurer of July 10, 2012, after noting the city’s a rticle III funding obligation, the EM stated that it was “anticipated that the City will be required by the Trustees of the VEBA to contribute $3,915,371 during the fiscal year ending June 30, 2013 .” (Emphasis added.) While the EM also mentioned the city’s trust obligation for the fisca l year ending June 30, 2012, he-11- wrote that the “amount saved in the fiscal year be ginning July 1, 2012 , by a modification of the collective bargaining agreements obligations of the Trust will significantly contribute to the City’s ability to make the contri butions to all other retirees and employees for healthcare benefits for the fiscal year beginning June [sic] 1, 2012 , and thereafter.” (Emphasis added.) The EM concluded his letter with a request for timely action so as to “have maximum impact on the 2012/2013 fiscal year . . . .” (Emphasis added.) Thus, although not free of all am biguity, the July 10, 2012 letter, read as a whole, is a request to amend th e city’s trust funding obligation beginning with the fiscal y ear commencing July 1, 2012.

Similarly, the State Treasure r’s letter of July 16, 2012, dete rmining that the four conditions of MCL 141.1519(1)(k) were satisfied and justified t he EM’s proposed action, supports determining that the modification applied to the city’ s trust contributions for the fiscal year of July 1, 2012 to June 30, 2013, and thereafter. The Sta te Treasurer, in finding that MCL 141.1519(1)(k)( ii ) 3 was satisfied, wrote that “[t]he proposed modification of the collective bargaining agreements as to retiree health care contributions t o a VEBA is reasonable and necessary” and “changes to language relating to retiree benefit s can save the City approximately $3.9 million annually . . . .” The EM’s July 10, 2012 letter r eferred to a similar amount as the city’s anticipated required cont ribution to the trust for the f iscal year ending June 30, 2013.

We reverse and remand for further proceedings. We do not reta in jurisdiction. No taxable costs are awarded to e ither party, a public question be ing involved. MCR 7.219.

/s/ Jane E. Markey /s/ Donald S. Owens /s/ Karen M. Fort Hood

3 MCL 141.1519(1)(k)( ii ) provides: “Any plan involving the rejection, modification, or termination of 1 or more terms and conditions of an existing co llective bargaining agreement is reasonable and necessary to deal w ith a broad, generalized econ omic problem.”